Optick Labs, Inc.
Terms of Service
These Terms of Service were last updated on March 24, 2022.
These Terms of Service (“Terms”, Terms of Service”) govern user’s (“User”, “you”, “your”) access to and use of the Website whether accessed via computer, mobile device, Chrome extension, or otherwise. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
2. Acceptance of Agreement
THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE. THESE TERMS SET OUT YOUR RIGHTS AND RESPONSIBILITIES WHEN YOU USE THE SITE FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO VIEWING SOCIAL MEDIA DATA RELATED TO THE USE OF NFTS.
BY USING THE SITE IN ANY MANNER, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS. BY AGREEING TO THESE TERMS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS.
PLEASE BE AWARE THAT THESE TERMS OF SERVICE REQUIRE THE USE OF ARBITRATION (SECTION XX.X) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
3. Description of the Services
3.1 Purpose of the Site
3.2 Use of the Site
3.2.1 Inspect Starter Users
Optick Labs provides Inspect Starter level access to all Users. All Users who do not pay for Inspect Pro are considered Starter Users. Starter Users will have access to limited data and will not have access to the same features as Pro Users.
3.2.2 Inspect for Chrome Users
Users who download the Optick Labs Chrome extension (“Chrome Users”) will have access to more features than Starter Users. Chrome Users will have access to the Site with access equal to or greater than Starter Users. Chrome users will not have access to the same features available to Pro Users.
3.2.3 Inspect Pro Users
Users who pay for premium content will have access to a suite of features not available to Starter Users or Chrome Users. All Users who pay for premium content (“Pro Fee”) are Pro Users. Optick Labs reserves the right to change the cost of the Pro Fee at any time, without notification.
3.3 User Account Responsibility
User acknowledges and accepts that it is solely responsible for maintaining security over the User’s account and control over username or passwords that User users to access the Site. If you are given or create a password to access the Site, you are responsible for maintaining the confidentiality of your account information. User is responsible for all activities that occur under its account. You agree to immediately notify Optick Labs of any suspected unauthorized use of your account. Optick Labs is not responsible for any losses that you may incur as a result of an unauthorized person accessing your account or password.
3.4 Additional Considerations
3.4.1 Public Transactions
3.4.2 Gas Fees
4. Acceptable Use
Optick Labs grants you a non-exclusive, non-transferable, revocable, limited license use and access to the Site including its data, material, information, or content (“Content”) solely for your own personal and noncommercial use. Your right to access and use the Site shall be limited to the purposes described in these Terms of Service unless you have otherwise been provided expressly authorized written consent by the Company to use the Site for commercial purposes. You agree to use the Site only for lawful purposes and comply with all applicable governing rules and laws.
4.2 Prohibited Uses
The rights granted to you in these Terms are subject to the following restrictions: you shall not
Use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of it;
License, sell, rent, lease, transfer, distribute or otherwise commercially exploit the Site, whether in whole or in part, including add data, material, information or content displayed on the Site;
Attempt to gain unauthorized access to any account, computer system, network, or vender associated with the Company or Site;
Directly or indirectly modify, decipher, disassemble, reverse compile or reverse engineer or otherwise attempt to derive source code, underlying ideas, or algorithms of any part of the Site;
Access the site in order to advise, build, develop, or otherwise create derivative works of any part of the Site;
Rent, lease, distribute, fractionalize or otherwise transfer any of the rights that you have received hereunder;
Frame or mirror any part of the Site without Optick Lab’s express prior written consent;
Create a database by systematically downloading and storing Site Content;
Introduce viruses, Trojan horses, worms, or other malicious and/or technologically harmful;
Use any robot, spider, or site search application, manual, automatic, or otherwise, to receive, harvest, scrape, index, or mine Content from the Site.
No part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means, except as expressed explicitly herein. Unless otherwise indicated, any future changes, additions, edits, release, update, or other addition to functionality of the Service shall be subject to these Terms. All copyright and other proprietary notices on the Site or any of its Content must be retained on all copies thereof. You will not use the Site for any illegal purpose.
4.4 Modification of the Site
Optick Labs reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Optick Labs will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
4.5 No Support or Maintenance
You acknowledge and agree that Optick Labs will have no obligation to provide you with any support or maintenance in connection with the Site, unless specifically contracted for under a separate agreement.
4.6 Account Suspensions
User agrees that Company has the right to immediately pause or cancel User’s access to the the Site if Company suspects, in its sole discretion, that (i) User’s account is being used for any illegal activity; (ii) User has engaged in fraudulent activity; or (iii) User has engaged in transactions in violation of these Terms of Service.
6. Third-Party Links
6.1 Third-Party Sites
6.2 Third Party Applications
You hereby release and forever discharge Optick Labs (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
7. Intellectual Property
7.1 Company Intellectual Property
You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by Optick Labs. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms. Optick Labs reserves all rights not granted in these Terms. There are no implied licenses granted under these Terms.
7.2 Non-Company Intellectual Property
Outside the Company Materials, all other trademarks, product names, logos, and similar intellectual property on the Site are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder.
7.3 Digital Millennium Copyright Act Compliance
Optick Labs takes claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Website or Service infringes your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Service are covered by a single notification, a representative list of such works from the Service;
(c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material;
(d) information reasonably sufficient to permit the Company to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
(f) a statement that the information in the notification is accurate; and
(g) under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Upon removing any allegedly infringing material, the Company will notify the alleged infringer of such takedown.
(h) Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
If you elect to send our copyright agent a counter notice, to be effective it must be a written communication that includes the following (please consult your legal counsel or See 17 U.S.C. Section 512(g)(3) to confirm these requirements):
(a) a physical or electronic signature;
(b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
(c) a statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
(d) adequate information by which we can contact you, including your name, address, and telephone number; and
(e) a statement that the subscriber consents to the jurisdiction of a federal district court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the Company may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten (10) business days of receiving the copy of your counter notice. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
The Company’s designated copyright agent or authorized official to receive notifications and counter-notifications of claimed infringement is:
Optick Labs, Inc
A summary of the DMCA can be obtained from the U.S. Copyright Office.
You agree to release, indemnify, and hold harmless Optick Labs and its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way related to: (a) your access to, use of, or inability to use the Site; (b) your breach of this Agreement; (c) your violation of any rights of a third party; (d) your violation of any Applicable Law; and (e) any and all financial losses you may suffer, or cause others to suffer, due to trading NFTs whether or not such trades were made due to information learned on the Site.
9. Assumption of Risk
9.1 User Acknowledges Risk of Cryptocurrency and Smart Contracts
YOU REPRESENT AND WARRANT THAT YOU UNDERSTAND AND ARE WILLING TO ACCEPT THE RISKS ASSOCIATED WITH CRYPTOCURRENCY, CRYPTOGRAPHIC SYSTEMS SUCH AS SMART CONTRACTS, PUBLIC BLOCKCHAIN NETWORKS (INCLUDING BUT NOT LIMITED TO THE ETHEREUM AND SOLANA BLOCKCHAIN NETWORKS), NON-FUNGIBLE TOKENS, AND THE INTERPLANETARY FILE SYSTEM.
9.2. Company is Not Responsible for Technical Errors on Any Blockchain
OPTICK LABS IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ETHEREUM OR SOLANA NETWORKS. COMPANY IS NOT RESPONSIBLE FOR LOSSES DUE TO ANY OTHER BLOCKCHAIN NETWORK THE COMPANY MAY INTERFACE WITH OR THE USER WALLET ON ANY BLOCKCHAIN NETWORK.
Upgrades to the Ethereum platform or any other blockchain network with which Company may interface, a hard fork in any such platform, or a change in how transactions are confirmed on any such platform may have unintended, adverse effects on all blockchains using the ERC-20, ERC-721, or ERC-1155 standards, including the Optick Labs ecosystem
9.3 User Acknowledges Risk of the Site
You acknowledge that the Site is subject to flaws, acknowledge and agree that you are solely responsible for evaluating any information provided by the Site. This warning and others provided in this Agreement by Company in no way evidence or represent an ongoing duty to alert you to all of the potential risks of utilizing or accessing the Site. The Site may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to or delays on the Site. You agree to accept the risk of the Site failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold us accountable for any related losses. The Company will not bear any liability, whatsoever, for any damage or interruptions caused by any viruses that may affect your computer or other equipment, or any phishing, spoofing or other attack
9.4 Company Does Not Make Any Representations Regarding the Value of NFTs
The prices of NFT blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of NFTs, which may also be subject to significant price volatility. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development, potential utility, or value of NFTs. The Site, ETH, NFTs, and other digital assets could be impacted by one or more regulatory inquiries or regulatory action. For all of the foregoing reasons, as well as for reasons that may not presently be known to the Company, the Company makes absolutely no representations or warranties of any kind regarding the value of NFTs or other digital assets.
9.5 User Acknowledges Financial Risk of Digital Assets
The risk of loss in trading digital assets can be substantial. You should, therefore, carefully consider whether such creating, buying or selling digital assets is suitable for you in light of your circumstances and financial resources. By using the Site, you represent that you have been, are and will be solely responsible for making your own independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your own evaluation of the merits and risks of any transaction conducted via any digital asset. Under no circumstances shall the Company be liable in connection with your use of the Site in connection with your performance of any digital asset transactions. Under no circumstances will the operation of all or any portion of the Site be deemed to create a relationship that includes the provision or tendering of investment advice. User acknowledges and agrees that Company is not a party to any agreement or transaction between one or more Users and/or third-parties involving the purchase, sale, charge, or transfer of NFTs.
9.6 Violations by Other Users
User irrevocably releases, acquits, and forever discharges Company and its subsidiaries, affiliates, officers, and successors for and against any and all past or future causes of action, suits, or controversies arising out of another user’s violation of these Terms.
10. Limitation of Liability, and Warranty Disclosure
10.1 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL OPTICK LABS (OR OUR AFFILIATES) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY FINANCIAL LOSS, LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, CONTENT OR INFORMATION ACCESSED VIA THE WEBSITE OR ANY HYPERLINKED WEBSITE, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE WEBSITE, OR THE SERVICE EVEN IF OPTICK LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITES OR SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
NEITHER OPTICK LABS NOR THE SITE ARE INTENDED TO PROVIDE LEGAL, TAX, INVESTMENT OR FINANCIAL ADVICE. OPTICK LABS IS NOT A FINANCIAL OR TAX PLANNER AND DOES NOT OFFER LEGAL ADVICE TO ANY USER OF THE SERVICE.
10.2 No Warranties
ALL INFORMATION OR SERVICES PROVIDED BY THE COMPANY TO YOU VIA THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY AND ANY THIRD-PARTY LICENSORS WITH CONTENT ON THE WEBSITE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, THE COMPANY AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE WEBSITE OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE SITE. YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE WEBSITE AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER THE COMPANY NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE WEBSITE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. THE COMPANY FURTHER MAKES NO WARRANTY THAT THE WEBSITE WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THAT THE COMPANY, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE WEBSITE OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST THE COMPANY FOR DISSATISFACTION WITH THE WEBSITE OR THE CONTENT IS TO CEASE YOUR USE OF THE SITE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.
11. Term and Termination
Subject to this Section, this Agreement will remain in full force and effect while you use the Site (the “Term”). We may suspend or terminate your rights to use the Site at any time for any reason at our sole discretion, including for any use of the Site in violation of this Agreement. You may terminate this Agreement at any time by ending your use of the Site and notifying Optick Labs at firstname.lastname@example.org. Regardless of whether the User or the Company terminates this Agreement, the User will not be entitled to any refunds. Upon termination of your rights under this Agreement, your right to access and use the Sites will terminate immediately. Optick Labs will not have any liability whatsoever to you for any termination of your rights under this Agreement. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
12. General Terms
12.1 Amendments and Changes
Optick Labs hereby reserves the right, at our sole discretion, to modify, replace, or amend these Terms at any time with reasonable notice, as determined by Optick Labs. If a revision is material, we will post notice of any amendment on the Site prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of Optick Labs.
By continuing to access or use the Site after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must stop using and accessing the Site.
The waiver by Optick Labs of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself.
12.2 Governing Law & Jurisdiction
These Terms are governed by the laws of the State of Delaware, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue of the courts in the City and County of Seattle, Washington U.S.A. in all disputes arising out of or relating to the use of the Website not subject to the Arbitration Agreement outlined in 12.3
12.3 Dispute Resolution
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Optick Labs and limits the manner in which you can seek relief from us. It is part of your contract with Optick Labs and affects your rights. It contains procedures of MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
12.3.1 Applicability of Arbitration Agreement
All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Agreement or the use of any product or service provided by Optick Labs that cannot be resolved informally shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Optick Labs, and to any subsidiaries, Affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Agreement. This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
12.3.2 Notice Requirement and Informal Dispute Resolution
Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Optick Labs should be sent to:
After the Notice is received, you and Optick Labs may attempt to resolve the claim or dispute informally. If you and Optick Labs do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
12.3.3 Arbitration Procedure
Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
12.3.4 Waiver of Jury Trial
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Optick Labs in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND OPTICK LABS WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
12.3.5. Waiver of Class or Consolidated Actions
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
13.4.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Wallet address, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with the Company. Mail your written notification by certified mail to:
All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
12.3.9 Right to Waive
Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
12.3.10 Survival of Agreement
This Arbitration Agreement will survive the termination of your relationship with Optick Labs.
12.3.11 Emergency Equitable Relief
Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
12.3.12 Claims Not Subject to Arbitration
Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secrets shall not be subject to this Arbitration Agreement.
In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the state courts located in the City and County of Seattle, for such purpose.
12.4 Attorneys’ Fees and Costs
In addition to any relief, order, or award that is entered by an arbiter, or court as the case may be, any Party found to be the substantially losing Party in any dispute shall be required to pay the reasonable attorneys’ fees and costs of any Party determined to be the substantially prevailing Party, and such losing Party, shall also reimburse or pay any of the arbitrator’s fees and expenses incurred by the prevailing Party in any arbitration. In the context of this Agreement, reasonable attorneys’ fees and costs shall include but not be limited to:
12.4.1 legal fees and costs, the fees and costs of witnesses, accountants, experts, and other professionals, and any other forum costs incurred during, or in preparation for, a dispute;
12.4.2 all of the foregoing whether incurred before or after the initiation of a Proceeding; and
12.4.3 all such fees and costs incurred in obtaining Provisional Relief.
It is understood that certain time entries that may appear in the billing records of such Party’s legal counsel may be redacted to protect attorney-client or work-product privilege, and this will not prevent recovery for the associated billings.
12.5 Entire Terms
This Agreement and each of its exhibits or appendices, constitute and contain the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.
If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be binding upon the parties and shall be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in this Agreement.
13. Contact Information
Optick Labs, Inc.